Key Benefits:
The Prime Minister,
On the report of the Minister of Economy, Industry and Employment,
Vu le Trade code ;
In light of Act No. 2009-879 of 21 July 2009 on hospital reform and on patients, health and territories, including its article 134 ;
Given the evidence that the business committee of the public institution "National Baths of Aix-les Bains" was consulted pursuant to Article L. 2323-19 of the Labour Code;
The State Council (Social Section) heard,
Decrete:
The statutes of the anonymous company Aix-les-Bains National Baths annexed to this decree are approved.
Until the meeting of the first board of directors of the anonymous company Aix-les-Bains National Baths and no later than until the last day of the third month following the date of publication of this decree, the president of the board of directors of the company is the director general of the industrial and commercial public establishment Aix-les-Bains National Baths according to the date of publication of this decree. He assumes the overall direction of the company. He summons the board of directors and the general meeting of shareholders of the corporation.
The delegation of authority and signature applicable to the public establishment of an industrial and commercial nature Thermes national d'Aix-les-Bains at the date of publication of this decree remain in force during this period.
The financial account of the industrial and commercial public establishment Aix-les-Bains National Baths from January 1, 2009 to the date of publication of this Order is established by the accounting officer on that same date. It is subject to the approval of the Minister for Economy, the Minister for Budget and the Minister for Health.
The Minister of Economy, Industry and Employment, the Minister of Budget, Public Accounts, Public Service and State Reform and the Minister of Health and Sports are responsible, each with regard to him, for the execution of this decree, which will be published in the Official Journal of the French Republic.
Done on 29 December 2009.
A N N E X E
STATUTS
Aix-les-Bains National Baths
Anonymous company with capital of EUR 2,000.
Head office: Place Mollard, 73100 Aix-les-Bains.
RCS Chambéry n° 484 360 250.
I. General provisions
Article 1
The company is in an anonymous form. It is governed by the provisions of Trade code in force relating to anonymous companies andArticle 134 of Act No. 2009-879 of 21 July 2009 reforming the hospital and relating to patients, health and territory as well as the present statutes.
Article 2
The name is "Aix-les-Bains National Baths".
Article 3
The purpose of the company is to:
― the study, creation, development, operation, management, stewardship of all business or commercial, industrial, real estate or financial enterprises, particularly in the areas of thermalism, health, hospitality, accommodation in all its forms, tourism, spectacle, transport, laundry, maintenance;
- the acquisition, lease, rental, with or without promise of sale, the construction and operation of all premises, workshops, offices, whatever their assignment;
- the acquisition, management and operation, including in the form of leases, with or without a purchase option and, incidentally, the sale of any equipment, fixed, mobile or rolling stock, machinery and equipment, as well as of all land, sea or air vehicles;
- direct or indirect participation in any business or business through the creation of companies, establishments or groups of real estate, commercial, industrial or financial character, of participation in their constitution or in the capital increase of existing companies;
– the management of a portfolio of equity and securities and related transactions;
― the construction, real estate promotion, property and management of all buildings for its own use or for renting to third parties;
any brokerage, warrant, intermediary;
any studies and tests related to these activities;
― and, generally, the conduct of all industrial, commercial, financial, securities or real estate transactions that may relate directly or indirectly to the above objects.
Article 4
The head office is set Place Mollard, 73100 Aix-les-Bains.
It may be transferred to any other place of the same department or of a neighbouring department by simple decision of the board of directors, subject to the ratification of this decision by the next ordinary general meeting of shareholders and, everywhere else, by deliberation of the extraordinary general meeting of shareholders.
Branches, offices of representation and deposits may be created in all locations and in all countries by a simple decision of the board of directors which may then transfer and delete them as it may hear.
Article 5
The company has a duration of ninety-nine years from its registration in the trade and business register, except for early dissolution or extension for a period not exceeding ninety-nine years.
II. - Social capital and equity
Article 6
The social capital is set at the sum of two million euros, divided into two hundred thousand shares of ten euros. Its social capital is initially wholly owned by the State.
Article 7
The shares are exclusively nominal.
The rights of their owner are established in accordance with the existing legislation and regulations.
Article 8
Each action gives right in the property of the social asset to a proportional share of the number of shares issued.
Article 9
The remaining amounts to be paid on the actions to be released in cash are called by the Board of Directors.
The quotities called and the date on which the corresponding sums must be paid are brought to the attention of the shareholders either by an insertion made at least fifteen days in advance in a newspaper entitled to receive the legal announcements in the department of the head office, or by a registered letter addressed to each shareholder within the same period.
A shareholder who fails to make payments on the shares of which he or she is a holder shall, in full right and without prior notice, be liable to the corporation with a delayed interest calculated day after day from the due date, at the legal rate increased by three points.
The company may also make the sale of non-liberated shares of payments payable under the conditions laid down by law.
The price from the sale, deducted from the fees, is imputed in the terms of law on what remains due to the corporation by the expropriated shareholder who remains liable to the difference if there is a deficit but benefits from the surplus if there is any.
III. - The organs of society
Article 10
The Board of Directors
10.1. Composition
The company is composed of a board of directors composed of twelve members, designated for a five-year term, as follows:
six members of the State appointed by decree of the Prime Minister on the report of the Minister(s) concerned in accordance with Article 5 of Decree No. 94-582 of 12 July 1994 on the advice and leadership of public institutions, public sector enterprises and certain private enterprises;
four members appointed by the General Assembly;
two representatives elected by employees of the anonymous society.
The number of directors over the age of 70 may not exceed one third of the directors on duty. Any appointment made in violation of this provision is void.
If the number of directors over 70 years of age was exceeded, the oldest administrator would be deemed to be ex officio resigned.
If a director's seat becomes vacant between two general assemblies, as a result of death or resignation, the board of directors may make provisional appointments.
A credit of fifteen (15) hours per month is allocated to each director representing employees for the exercise of his or her mandate.
10.2. Terms of election of directors
representatives of employees
The terms and conditions for the election of directors representing employees are annexed to these Regulations.
Article 11
Deliberations
The council shall meet at the head office or at any other place relating to the notice of summons, on the convocation of its president or any person authorized to do so, as often as the interest of the corporation so requires. The summonses are made by any means, even verbally.
If the Board has not met for more than two months, directors constituting at least one-third of Council members may request the Chair to convene on a specific agenda.
The board is only validly deliberated if at least half of its members are present.
A record is maintained that is signed by the directors participating in the board meeting.
A rules of procedure will determine, in accordance with the legal and regulatory provisions, the conditions for organizing meetings of the board of directors that may intervene by means of videoconference.
In accordance with the provisions of the rules of procedure, directors participating in meetings of the Board shall be deemed to be present for the calculation of quorum and majority by means of videoconference.
A director may be represented by another director at a board meeting, under the conditions and limits established by law.
The decisions of the board of directors shall be taken by a majority of the votes of the members present or represented. Each administrator has a voice for himself, with the exception of the president who has a dominant voice in the event of an equal voice.
Article 12
Credentials
The Board of Directors determines the direction of the company's activity and ensures that it is implemented.
Subject to the powers expressly assigned to the shareholder assemblies and within the limits of the social object, he shall take up any matter of interest to the good march of the society and settle in his deliberations the affairs concerning it.
Article 13
Chairman of the Board of Directors
The board of directors shall elect, among its members, a president, a natural person, whose remuneration it determines.
The President shall be appointed for a term not exceeding that of his or her term as an administrator. He is re-elected.
The board of directors may revoke it at any time. Any contrary provision is deemed to be non-written.
The President organizes and directs the work of the Board of Directors which he reports to the General Assembly and executes his decisions. It ensures the proper functioning of the organs of the society and ensures that administrators are able to fulfill their mission.
In accordance with the legal provisions, the general management of the corporation is assumed under its responsibility either by the president of the board of directors or by another natural person appointed by the board of directors and bearing the title of Director General.
The choice between these two Terms of Service of General Management shall be made by the Board of Directors who shall inform the shareholders and third parties.
The deliberation of the board of directors regarding the choice of the general management exercise modality is taken by a majority of the directors present or represented.
The option chosen by the board of directors must be taken for a period not less than the duration of the term of office of directors. Upon expiry of this period, the board of directors shall deliberate on the terms and conditions of the general management.
The change in general management exercise modality does not result in a change in statutes.
Article 14
Director-General
14.1. Appointment. - Revocation
Depending on the choice made by the board of directors in accordance with the provisions of section 13 above, the general management shall be provided either by the President or by another natural person appointed by the board of directors and bearing the title of Director General.
When the Board of Directors chooses to dissociate the functions of President and Director General, it shall appoint the Director General, determine the duration of its term, determine its remuneration and, where appropriate, the limitations of its powers. For the performance of his duties, the Director General must be under age 65. When in the course of office this age limit has been reached, the Director General shall be deemed to be resigned ex officio and the appointment of a new Director General shall be made.
The Director General is revocable at any time by the Board of Directors.
14.2. Credentials
The Director General is vested with the most extensive powers to act on behalf of the corporation in all circumstances. It exercises these powers within the limits of the social object and subject to those expressly assigned by the law to shareholder assemblies and to the board of directors.
The Director General represents the corporation in its relations with third parties.
Article 15
Delegates General Directors
On the proposal of the Director General, whether this function is performed by the President of the Board of Directors or by another person, the Board of Directors may appoint one or more natural persons to assist the Director General with the title of Associate Director General.
The maximum number of delegates is two.
In accordance with the Director General, the Board of Directors determines the extent and duration of the powers granted to delegated Directors General. In respect of third parties, the delegated directors or directors general have the same powers as the Director General.
The Board of Directors determines the remuneration of the Directors General Delegates.
In the event of termination of the duties or incapacity of the Director General, Delegates General Directors shall, unless the Board of Directors decides otherwise, retain their functions and duties until the appointment of the new Director General.
Article 16
The General Assembly may allocate to the directors designated by the General Assembly, in remuneration for their activity, an annual fixed amount, as a token of presence and whose amount is paid to the general expenses of the corporation.
The board distributes this amount among its members as it hears.
Article 17
The control of the company shall be carried out by one or more auditors under the conditions established by law. The first External Auditor is the firm Bau Chevallier & Associates.
Article 18
The shareholder assemblies are convened under the conditions established by law.
Meetings are held at the head office or at any other place specified in the notice of convocation.
The right to participate in the meetings is subject to registration in accordance with the existing legislative and regulatory provisions, shares on behalf of the shareholder on the registers of the corporation at least five days before the meeting date of the meeting.
The meetings are chaired by the President of the Board of Directors, in his absence by a director designated for that purpose by the Board. Otherwise, the assembly elects its president.
At each meeting, a attendance sheet is held and a report of the meeting is prepared under the conditions provided by law.
Copies or extracts of the minutes of the meeting are validly certified by the chair of the board of directors and by the secretary of the assembly.
Article 19
The ordinary and extraordinary general assemblies held under the conditions of quorum and majority prescribed by the provisions governing them shall exercise the powers assigned to them by law.
IV. - Social accounts
and the allocation of results
Rule 20
Each social exercise has a period of one year starting January 1 and ending December 31. However, the first exercise begins on the day after the date of publication of the decree approving these statutes.
Article 21
The result of each exercise is determined in accordance with the applicable legal and regulatory provisions.
For the benefit of the fiscal year, reduced if any of the prior losses, it is first taken 5% at least for the training of the reserve fund prescribed by law. This withdrawal ceases to be mandatory when the reserve fund reaches the tenth of the social capital.
The General Assembly may freely dispose of the surplus and, on the proposal of the Board of Directors, either reschedule it in whole or in part, or assign it to the constitution of extraordinary or special reservations under any name. It can also decide the distribution in whole or in part.
Article 22
The company will continue to have the deposit account opened by the former industrial and commercial public establishment Aix-les-Bains National Baths with the Treasury for a period of six (6) months from January 1, 2010.
V. - From the dissolution
Article 23
At the expiry of the corporation or in the event of early dissolution, the General Assembly shall rule the method of liquidation and appoint one or more liquidators to whom it determines the powers and who exercise their functions in accordance with the law.
VI. - Challenges
Article 24
Any disputes that may arise during the life of the corporation or during its liquidation, either between the shareholders or between the corporation and the shareholders concerning the interpretation or execution of these statutes or generally concerning social affairs, shall be subject to the jurisdiction of the competent courts of the place of the head office.
For this purpose, in the event of a dispute, a shareholder must elect a domicile in the jurisdiction of the competent court of the place of the head office and all summonses and meanings are regularly delivered to that domicile.
In the absence of an election of domicile, summonses and meanings are validly made to the prosecutor's office of the Republic near the court of large instance of the place of the head office.
Annex
ELECTION OF ADMINISTRATIVES
REPRESENTATIVES
1. Modalities for elections
The appointment of directors representing employees by employees shall be subject to the rules set out in articles L. 225-27 et seq. of the Commercial Code and to Articles L. 2324-23 and R. 2324-22 of the Labour Code.
All employees of the company and, where appropriate, its direct or indirect subsidiaries, whose head office is fixed in the French territory, whose fixed-term or indeterminate employment contract is prior to three months at the date of the election and who are not deprived of the right to vote under the terms of the election Articles L. 5 and L. 6 of the Electoral Code are electors.
Employees are divided into two colleges distinctly electing their representative:
―the first college includes engineers, executives and assimilated in terms of conventional classification and corporate agreements;
the second college includes the other employees.
2. Nominations
The directors elected by the employees must have a contract of employment with the company or any of its direct or indirect subsidiaries whose head office is fixed in the French territory that corresponds to an effective employment. The employment contract must be at least two years before the designation. For former officials who have signed an indeterminate contract, the date of seniority is that of their title to the Aix-les-Bains National Baths.
Each candidate must run with a replacement. Lists of candidates (title and alternate) may be submitted:
― by one or more representative trade union organizations within the meaning ofArticle L. 2122-1 of the Labour Code ;
or the twentieth of the electors;
or, if the number of these is greater than two thousand, per cent of them.
Nominations may include in the annex a set of proposals and guidance for the administration or control of management.
No one can be registered on more than one list and cannot belong to several colleges. The candidate can only be elected for and by his college.
3. Election
Implementation provisions of Article L. 225-28 of the Commercial Code, for each of the two colleges, the election is made by secret ballot, majority two towers.
For each college, the candidate is elected in the first round who obtains the absolute majority of the votes cast, and provided that more than one quarter of the electors voted. In the absence of an absolute majority in the first round or in the absence of a quorum, the candidate who obtained a relative majority is elected in the second round. In the event of equality of votes in the second round, is declared elected the candidate whose seniority is the highest.
4. The calendar
Elections shall be held no later than 45 days, and no later than 15 days, before the end of the term of office of directors appointed by employees.
The second round takes place no later than 7 days after the first round.
Elections are held on the same day for the entire electoral body.
A maximum of 45 days before the scheduled date of the first round, the employer shall inform the employees of the election organization by posting and invites the trade union organizations considered representative to negotiate the pre-election agreement protocol.
The procedure for organizing the election shall be decided no later than 30 days before the scheduled date of the first round.
Applications must be submitted no later than 30 days and no later than 10 days before the scheduled date of the first round.
The election campaign starts from the date of application and ends no later than 2 working days before each ballot.
The terms and conditions of the election must comply with the legislative, regulatory and treaty rules and the general principles of electoral law.
5. The status of directors elected by employees
The term of office of administrator elected by employees is set at five years, day per day. The warrant ends at midnight. It runs from the proclamation of the results of the first election. The mandate is renewable.
The term of office of administrator elected by employees is incompatible with any term of office of trade union delegate, member of the business committee, employee delegate or member of the hygiene, safety and working conditions committee of the company pursuant to theArticle L. 225-30 of the Commercial Code.
♪ Articles L. 225-22, L. 225-25 to L. 225-26 and L. 225-72 to L. 225-73 of the Commercial Code are not applicable to them. The provisions of sections L. 225-43 and L. 225-91 of the same code are not applicable to loans made by the company pursuant to the provisions of Article L. 313-1 of the Construction and Housing Code.
The term of office of a member of the board of directors elected by employees is free of charge, without prejudice to the reimbursement by the company of the mission fees exposed for the exercise of that term.
When their responsibility as an administrator is questioned, it appreciates the free nature of their mandate. In no case can they be declared in solidarity with directors representing shareholders.
The above-mentioned mandate(s) and the related protection end on the date of the new mandate.
The administrator who, at the time of his election, holds one or more of these terms and conditions must be issued within eight days. If not, he is deemed to be resigned from his term as an administrator under theArticle L. 225-30 of the Commercial Code.
A director elected by the employees may be revoked for serious misconduct in the exercise of his or her term of office as an administrator by a decision of the president of the court of large instance rendered in the form of references at the request of the majority of the members of the board of which he or she is a member.
6. Transitional provisions
The board of directors of the company sits validly pending the election of directors elected by employees.
To satisfy the condition of seniority enacted by the second paragraph of Article L. 225-28 of the Commercial Code, the first elections cannot be initiated by the employer less than three months from the effective date of the statutes.
François Fillon
By the Prime Minister:
Minister of Economy,
industry and employment,
Christine Lagarde
Minister of Budget, Public Accounts,
Civil Service
and state reform,
Eric Woerth
Minister of Health and Sports,
Roselyne Bachelot-Narquin
